Note:
This Agreement shall take effect on September 3, 2026.
1. Preface and Introduction
Thank you for choosing Tencent iOA Zero Trust Security Management System (the "Service"), provided by Tencent Cloud International Pte. Ltd ("Tencent", "we", "us", “our”). We are registered in Singapore and our registered office is at 10 Anson Road #21-07, International Plaza, Singapore 079903.
This Tencent iOA Zero Trust Security Management System End User License Agreement ("Agreement") is entered into by and between you and us, and sets forth the terms and conditions by which you as a user (“User”, “you”, “your”, “yours”) may access and use the Service, which target and are provided exclusively for enterprise customers.
This Agreement form a legally binding agreement between you and us (collectively, the “Parties”, and each of you and us, a “Party”). Please read them carefully.
This Agreement only apply to you if you are primarily based outside People's Republic of China (for the purpose of this Agreement only, does not include Hong Kong, Macau, and Taiwan) ("Chinese Mainland"). If you are primarily based in Chinese Mainland, you will be subject to the Agreement on Software License and Service of Tencent iOA and not to this Agreement. 1.1 Accepting this Agreement
1.1.1 By accessing or using our Service, creating an account for the Service (“Account”), or downloading or installing the software made available by Tencent for using the Service (the “Software”), you confirm that you have the requisite legal capacity to enter into this Agreement with Tencent, that you accept this Agreement and that you agree to comply with it.
1.1.2 In addition, if you are:
(a) an enterprise customer (e.g., an organization, company, partnership or other incorporated or non-incorporated body or entity) (“Enterprise User”), you warrant and represent that all necessary actions, consents and/or approvals have been taken or obtained to authorize all individual end users (“End User”) who access and use the Service on your behalf, and all acts and omissions of such End Users will be attributed to you; or
(b) a natural person acting as an End User, you warrant and represent that you:
(i) are duly authorized by the Enterprise User which you represent or to which you are associated, and
(ii) have the requisite legal authority to bind such Enterprise User,
to enter into this Agreement as well as access and use the Service on behalf of such Enterprise User.
1.1.3 You can accept this Agreement by accessing or using our Service. You understand and agree that we will treat your access or use of the Service as acceptance of this Agreement from that point onwards.
1.2 Scope of this Agreement
Your access to and use of our Service is subject to the following, which each constitute an integral part of and should be read together with this Agreement:
(a) the terms and conditions of this document;
(b) any additional policies, rules, guidelines, specifications, and other documentation applicable to the Service (“Policies”), that may be published by Tencent and notified to you from time to time;
Where there is any conflict or inconsistency between the documentation above, the order of precedence set out above (in decreasing order) shall apply.
Your access to and use of our Service is also subject to our Privacy Policy , which can be found here. 1.3 Changes to this Agreement
We may amend this Agreement from time to time, for instance when we improve or update the functionality of our Service or when there are regulatory changes. We may use commercially reasonable efforts to generally notify all End Users of any material changes to this Agreement, such as through a notice on our Service or Software. However, you should check the Agreement regularly, to review the most up-to-date version and to check for such changes. We will also update the "Last Updated" date at the top of this Agreement, which reflects the effective date of this Agreement. Your continued access or use of the Service after the date of the last update constitutes your acceptance of the latest version of the Agreement. If you do not agree to the updated Agreement, you must stop accessing or using the Service.
2. The Service
2.1 Content of the Service
2.1.1 The Service refers to the Tencent iOA Zero Trust Security Management System provided by Tencent to Enterprise Users, which is based on new-generation network architecture, and may include features to be made available from time to time such as:
(a) unified authorization management and control functions for accessing intranet applications through trusted identities, terminals, applications, and links;
(b) unified terminal control and security protection, through terminal security solutions such as virus scanning, loopholes patching, and unified control, and terminal centralized control functions;
(c) fast office, mobile security examination, access control, multi-factor authentication, and data visualization.
2.1.2 Tencent may provide periodic updates and/or make changes to the Service from time to time, such as (without limitation) to discontinue, limit, restrict, change or remove the Service, any Service component, or availability of the Service (or any portion or component thereof). If Tencent discontinues or makes any changes to the Service that would materially decrease the functionality of Service features or components, Tencent will use commercially reasonable efforts to inform you of the change with reasonable advance notice before it goes into effect (e.g. via in-Service notification). Tencent may make the change, and will not be obligated to provide notice, if the discontinuation or change is necessary to address an emergency or threat to the security or integrity of the Service or Tencent, comply with or respond to litigation, address concerns with Intellectual Property Rights (as defined below), or comply with applicable laws and regulations.
2.1.3 Tencent may also make new features or functionality available from time to time through the Service, the use of which may be contingent upon your agreement to additional requirements.
2.2 Form of the Service; Installation and Uninstallation of the Software
2.2.1 For the purposes of this Agreement, any reference to the Service shall include the Software.
2.2.2 The Service will be provided under two delivery models: (i) private on-premise deployment by Enterprise Users, or (ii) Software-as-a-Service (SaaS) services.
2.2.3 In order to access and use the Service, you need to download the correct Software corresponding to the selected delivery model, which may include desktop or mobile applications to be made available on major app stores.
2.2.4 The Software consists of a Control center and a client-side module, both of which are to be deployed within the same interconnected network. You may use the Service from the client-side module through diverse terminals, including computers and mobile phones, or through other product terminals that integrate this Service, as may be provided by Tencent.
2.2.5 Tencent may develop different versions of the Software compatible with different terminals, systems, etc. You must choose the version of the Software that is compatible with your terminal, system, etc. for the Service to function properly, and you shall not install the Software on terminals not explicitly approved by Tencent. We will not be responsible for any loss or damage resulting from Software incompatibility with your device model, which shall be borne by the User.
2.2.6 You should download the installer and then install this Software by following the instructions in the installer.
2.2.7 You may uninstall the Software if you discontinue your use of the Service, or if you need to install a new version of this Software. Please inform us of your reasons for uninstallation if you are willing to help us improve our product and services.
2.2.8 In order to improve user experience and Service content, Tencent will constantly strive to develop new Service features and provide you with Software updates from time to time (these updates may take the form of Software replacement, modification, function enhancement, version upgrade, etc.).
2.2.9 In order to ensure the security and consistency of functionality of the Software and Service, Tencent is entitled to update the Software without notice. Please pay attention to any release of updates, and update the Software to have better access to this Service.
2.2.10 Outdated versions of this Software may be superseded and become unavailable after a new version is released. Tencent does not guarantee that any outdated versions of the Software will continue to function, nor that you can obtain appropriate customer service with respect to such outdated Software. Please check for and download the most updated version of the Software.
2.3 License
2.3.1 Subject to your compliance with the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable license to access and use the Service, including to download the Software on a permitted device, such as your work device and personal PC/laptop device, and to access the Service Content (as defined below) through your use of the Service (“License”). This License covers any future updates, upgrades, bug fixes or modified versions of the Software generally made available to all Users free of charge. Tencent reserves all rights not expressly granted herein in the Service and the Service Content. You acknowledge and agree that we may terminate this License at any time with or without cause.
2.3.2 The License is subject to the following conditions:
(a) The Service is only allowed to be installed or used by authorized Enterprise Users, or their End Users. Each License granted is restricted to the scope specified in this Agreement.
(b) You may only use the Software and the Service to access or use the Service. At no time and under no circumstances shall you have the right to transfer the Service or any part thereof or to sublicense any part of the Service.
(c) You may obtain this Software from Tencent’s official channels and third-party channels authorized by Tencent. Users who acquire the Software through unauthorized third-party channels, or attempt to gain access to the Service through unauthorized installation programs, are not entitled to the Licence grant or to any access or use of the Service, and shall immediately cease using and destroy the Software.
(d) All other rights not expressly authorized by this Licence and other terms of this Agreement are expressly reserved by Tencent. You shall obtain Tencent’s written consent to exercise these rights. Tencent’s failure to exercise any of the foregoing rights shall not constitute a waiver of such rights.
2.4 Service Interruption
2.4.1 We reserve the right to interrupt the availability of the Service or any part thereof from time to time on a regularly scheduled basis or otherwise with or without prior notice, including without limitation under the following circumstances:
(a) maintenance, updates and fixation of server, network, Software and/or hardware which are necessary to provide the access of the Service to you;
(b) in the event of Force Majeure. For the purpose of this Agreement, “Force Majeure” means uncontrollable, unforeseeable and insurmountable events of one Party, including but not limited to: natural disasters (earthquakes, floods, fires, etc.), acts of government, promulgation or change of applicable laws, regulations or policies (including trade laws, sanctions, restrictive measures or regulations), strikes or unrest, military conflicts or paramilitary conflicts, terrorist activities, martial law, riots, large-scale outbreaks of epidemic infectious diseases, or any significant change of circumstances (including changes in applicable laws and regulations, which would render provision of Service potentially illegal or different from that contemplated by the Parties at time of the acceptance of this Agreement or first download, install, access, or use the Service), foreseeable or otherwise;
(c) in accordance with the order of regulatory authorities; and
(d) in order to comply with applicable laws and regulations.
2.4.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY INTERRUPTION OF THE SERVICE OR ANY PART THEREOF, DELAY OR FAILURE TO PERFORM RESULTING FROM THE CIRCUMSTANCES REFERRED TO IN THE PRECEDING PARAGRAPH, AND WE HAVE THE RIGHT AT ANY TIME WITH OR WITHOUT REASON TO CHANGE, REPLACE AND/OR DISCONTINUE ANY ASPECT(S) OF THE SERVICE (OR ANY PART THEREOF) AS WE SEE FIT IN OUR SOLE DISCRETION.
2.5 Suspension of Service
2.5.1 The Service may be updated, or your Account may be suspended under any of the following scenarios:
(a) Please note that regardless of any notice, we reserve the right to suspend your Account or to modify, adapt or update the Service, subject to this Agreement, at any time in our sole discretion for any reason (to the fullest extent possible under applicable laws and regulations). When making such changes we will duly consider your reasonable interests.
(b) If your Account is suspected to be involved in illegal or improper activities (such as hacking, being hacked, etc.), you shall cooperate with the relevant personnel designated by us (e.g., answer the questions truthfully) to solve the issue. You further acknowledge and agree that, if we determine that your Account is involved in any improper or illegal acts, we have the right to suspend or terminate your access to the Account, take remedial measures and to inform the relevant regulatory authorities and act in conformity with any regulatory authority's directions or guidance. You also acknowledge and agree that we are not obligated to provide you with evidence relating to the suspected improper or illegal acts of your Account.
(c) In the event that Tencent determines at its sole discretion that your use of the Service (including any of your Content could: (i) disrupt the Service;(ii) disrupt use of the Service by a third party; (iii) disrupt the Tencent network, systems or servers used to provide the Service;(iv) allow unauthorized third party access to the Service; (v) otherwise pose a security risk or threat or result in any legal or regulatory liability to Tencent, then Tencent or its Affiliates may immediately and without prior notice to you, restrict or suspend your use of the Service, to the extent required to address such concern.
2.6 Your Account with Us
2.6.1 It is important that you keep your Account credentials (such as Account log-in ID, password etc.) confidential and that you do not disclose them to any third party. If you know or suspect that any third party has unauthorized access to your account, you must promptly notify us via the Ticket System . 2.6.2 You agree that you are solely responsible (to us and to others) for the activity that occurs under your Account.
3. Your Access to and Use of Our Service
3.1 Your access to and use of the Service is subject to this Agreement and all applicable laws and regulations.
3.2 You may not:
(a) access or use the Service if you are not fully able and legally competent to agree to this Agreement;
(b) modify, adapt, translate, reverse engineer, disassemble, decompile or create any derivative works based on the Service, including any files, tables or documentation (or any portion thereof) or determine or attempt to determine any source code, algorithms, methods or techniques embodied the Software or any derivative works thereof;
(c) distribute, license, transfer, or sell, in whole or in part, any of the Service or any derivative works thereof;
(d) market, rent or lease the Service for a fee or charge, or use the Software to advertise or perform any commercial solicitation;
(e) interfere with or attempt to interfere with the proper working of the Service, disrupt our website or any networks connected to the Service, or bypass any measures we may use to prevent or restrict access to the Service;
(f) incorporate the Software or any portion thereof into any other program or product. In such case, we reserve the right to refuse service, terminate accounts or limit access to the Service in our sole discretion;
(g) use any automated scripts, data mining, robots or similar data gathering or extraction methods to collect information from or otherwise interact with the Service;
(h) impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available emanates from the Service;
(i) use or attempt to use another's account, service or system without authorisation from us, or create a false identity on the Service; or
(j) use the Service in a manner that may create a conflict of interest or undermine the purposes of the Service;
(k) use the Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users of the Service;
(l) collect or harvest any information or data from the Service or our systems or attempt to decipher any transmissions to or from the servers;
(m) use the Service other than for their intended purpose, in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously;
(n) disrupt or interfere with our Services, including by circumventing any restrictions or protective measures that we have implemented;
(o) other acts not expressly authorized by Tencent; and/or
(p) other behaviors that violate this Agreement, applicable laws and regulations, or infringe upon the legitimate rights and interests of us, others and/or third parties.
3.3 You agree that you will:
(a) comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Service; and
(b) take all reasonable precautions to prevent unauthorized or improper use, access, sharing, duplication, distribution, or abuse of the Service.
3.4 We reserve the right, at any time and without prior notice, to remove or disable access to content at our sole discretion for any reason.
3.5 We reserve the right to monitor your usage of the Software in order to solve problems or investigate possible violation of our company policy(s).
4. Payment and Renewal
4.1 The Service is a paid service. Enterprise Users may acquire the rights to use the Service and corresponding accounts by purchasing them through channels designated by Tencent. Enterprise Users may use the Service and related Accounts for the duration of the purchased subscription term. End Users shall use the Service within the scope authorized by the Enterprise User.
4.2 When purchasing a subscription, all charges and payments made to us (“Fees”) are exclusive of any duties, customs fees, or taxes (“Taxes”), except as otherwise expressly provided. You agree that you are solely responsible for payment of all Fees and Taxes associated with any such payments. All payments made by you shall be made free and clear of and without deduction for any tax, set-off, withholding or counterclaim. To the extent that you are required by applicable laws or regulations to make such a deduction or withholding of tax, you shall provide us with an official tax receipt or other appropriate supporting documentation within 30 days after payment of the deduction or withholding tax and increase the amount paid to us to the extent necessary to ensure that we receive a sum equal to the amount we would have received had no such deduction or withholding been made.
4.3 At the time you create an Account to sign up for the Service, you may be asked to provide a credit card, and thereafter may be able to link alternative means of payment to your Account (each a “Payment Method”). You agree that (to the extent permissible under applicable laws and regulations):
(a) you authorize us to: (1) save your chosen Payment Method's information (e.g., credit card information) on our systems or that of our payment processor; and (2) to the extent you elect for the automatic renewal option, periodically bill your chosen Payment Method for Service consumed during the prior month or pursuant to an alternative payment structure we agree to; and
(b) if any payment made via your chosen Payment Method is rejected, denied, not received by us or returned unpaid for any reason: (1) we may restrict, suspend or terminate your access to the Service (in each case in whole or in part) until your payment is properly processed; (2) charges will continue to be incurred and you are liable to us for any Fees, costs, expenses or other amounts we incur arising from such rejection, denial or return (and we may charge you for such amounts); and (3) we may charge late fees up to the maximum amount permissible under applicable laws and regulations.
4.4 Your card issuer may charge you an online handling fee or processing fee in connection with your payment of Fees. We are not responsible for this fee.
4.5 To the extent permitted under applicable laws and regulations, Tencent may increase or introduce new Fees and charges for the existing Service or new features or functionality of the Service at any time after giving you notice in advance. Any new or changed charges will apply to the Service as of the date specified in the relevant notice, or if no such date is specified then with immediate effect.
4.6 If you and Tencent agree to other payment terms or Payment Methods in writing (including email), then those alternative provisions shall apply in the event of a conflict with this clause.
4.7 You shall provide such assistance, including any information, as is required by Tencent in order to determine and validate the extent to which Tencent is legally obliged to collect Taxes from you.
4.8 Cancellation
You can cancel your subscription to the Service at any time. You will have access to the Service until the date your paid-up subscription ceases. We do not issue partial refunds or credits for termination of Service mid-billing cycle. If you have signed up for the Service via a third party, you may need to terminate through that third party. The method of terminating your service varies by provider, such as switching off ‘auto-renew’ in your third party account settings. If you select the automatic renewal option, in order to avoid further billing of charges for the Service, you must cancel your subscription at least 24 hours prior to the commencement of the relevant renewal period.
4.9 Refunds
Except as specifically provided for in this Agreement or as required by applicable laws and regulations, payments are non-refundable. However, if you unsubscribe from the Service, you will have access to the Service until the end of your billing cycle. We may from time to time, at our sole and absolute discretion, elect to offer you or any other subscriber a refund, discount or other credit in relation to the Service.
4.10 Renewal
Before the subscription term expires, please contact Tencent’s designated distributor or other Tencent-approved provider to renew the Service, otherwise, Tencent is entitled to, without notice, revoke or terminate your access to the Service and corresponding Accounts upon the expiry of the term. Once revoked, you may no longer use the Service, and Tencent reserves the right to delete all data and information generated during your use of the Service and disclaims any responsibility for any resulting losses.
5. Intellectual Property Rights
5.1 We respect intellectual property rights and ask you to do the same. Notwithstanding anything to the contrary herein, you acknowledge and agree that, between you and us, all intellectual property rights in the Software and Service throughout the world belong to us and the rights in the Software and the Service are licensed (not sold) to you. You have no intellectual property rights in, or to, the Software other than the right to use them in accordance with these Terms. "Intellectual Property Rights" refer to any and all trademarks, service marks, trade names, trade dress, works of authorship and art, copyrights and copyrightable materials (including without limitation, titles, computer code, designs, catch phrases, locations, and any related documentation), music, lyrics, domain names, ideas, logos, submissions, writings, concepts, themes, places, moral rights, rights of publicity, packaging, personality and privacy rights, utility models, other industrial or intangible property rights of a similar nature, and all other forms of intellectual property rights recognized by applicable laws, treaties, and conventions, and all inventions, software, technology that are patentable in such matter, including patents, utility models, know-how and trade secrets, all grants and registration worldwide in connection with the foregoing and all other rights with respect thereto existing other than pursuant to grant or registration, all applications for any such grant or registration, all rights of priority under international conventions to make such application and the right to control their prosecution, and all amendments, constitutions, divisions and continuations of such applications, and all corrections, reissues, patents of addition, extensions and renewals of any such grant, registration or right.
5.2 As a condition of your access to and use of the Service, you agree not to use the Service to infringe on any Intellectual Property Rights.
5.3 We reserve the right, with or without notice to you, at any time and in our sole discretion, to block access to and/or terminate the Accounts of any User who infringes or is alleged to infringe any Intellectual Property Rights, and to delete, alter, move, remove, or transfer any and all content of the Software in whole or in part, to the maximum extent permitted by applicable law.
5.4 You acknowledge and agree that all information made available on the Software is the property of us and that you shall comply with all applicable laws (including intellectual property and copyright laws), and any applicable internal employee rules, policies and/or terms when using the Software.
5.5 As between you and Tencent, all content, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music on and "look and feel" of the Service, and all Intellectual Property Rights related thereto (the " Service Content"), are either owned or licensed by Tencent. Use of the Service Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited. Such content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors' prior written consent. We and our licensors reserve all rights not expressly granted in and to their content. We make no representations, warranties or guarantees, whether express or implied, that any Service Content is accurate, complete or up to date. To the extent our Service contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
5.6 You shall not use Tencent's trademarks service marks, trade names, domain names, website names or other distinctive brand features of Tencent under any circumstances, including "Tencent", "Tencent Cloud", “iOA” and “Tencent iOA Zero Trust Security Management System” etc. (collectively, "Tencent Logos"). Without the prior written consent of the Tencent, you shall not display, use, or otherwise dispose of the aforesaid Tencent Logos in any way, either alone or in combination, without Tencent's prior written consent. You shall indemnify Tencent and its Affiliates for any losses caused to Tencent and/or its Affiliates by using the Tencent Logos in violation of this Agreement.
6. Third Party Materials
6.1 Our Service may incorporate, or enable you to access, third party materials such as applications, systems, software, websites, content, products, or services ("Third Party Materials"), however this does not constitute an endorsement, guarantee, or recommendation by Tencent of any kind, and Tencent is not and shall not be held responsible for the Third Party Materials. Third Party Materials are subject to their own terms which may differ from this Agreement, and we encourage you to review the terms of use of each Third Party Material before accessing or using them. If you use such Third Party Materials through our Service, or if you source or obtain Third Party Materials to be used in connection or combination with our Service, Tencent disclaims any liability arising from or related to any unavailability, delay, failure, error, or inaccuracy in the Service that is caused by the Third Party Materials. You acknowledge that Tencent has no control over, and is not responsible for, the accuracy, legality, availability, or appropriateness of Third Party Materials.
6.2 You must ensure that your use of Third Party Materials, in connection with your use of the Service, does not require any of the following, pursuant to the terms of such Third Party Materials: (i) disclosure or distribution of any Software in source code form; or (ii) licensing of any Software for the purpose of making derivative works; or (iii) redistribution of the Software at no charge. For the avoidance of doubt, you must not combine the Software with any software licensed under any version of or derivative of the GNU General Public License or Affero General Public License (collectively “Copyleft Licenses”) in any manner that could cause, or could be interpreted or asserted to cause, the Software or any modifications to the Software to become subject to the terms of any Copyleft Licenses.
6.3 To the extent the Service has incorporated or distributed any open source software or products, the details regarding the relevant product open source agreements, the relevant open source software copyright statement and other relevant information is made available within the Application or upon request. They may be titled "Software License Agreement", "Authorization Agreement", or “Open Source Agreement”, or have other document names. The aforementioned relevant agreements or other documents displayed are an integral part of this Agreement. You must comply with these agreements to the extent applicable to your use of the Service.
7. Indemnity
You agree to defend, indemnify, and hold harmless Tencent, its parents, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents and advisors from any and all claims, liabilities, costs, and expenses, including, but not limited to, attorneys' fees and expenses, arising out of a breach by you or any End User of your Account of this Agreement or arising out of a breach of your obligations, representation and warranties under this Agreement.
8. Disclaimer of Warranties
8.1 TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS AND REGULATIONS, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND NEITHER TENCENT NOR ANY OF ITS LICENSORS OR AFFILIATES, PROVIDERS OR DISTRIBUTORS, MAKE, AND TENCENT HEREBY DISCLAIMS ON BEHALF OF ITSELF AND SUCH PERSONS, ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING TENCENT, THIRD PARTY MATERIALS, ANY OTHER SERVICE OR SOFTWARE, OR ANY CONTENT SUBMITTED, UPLOADED, STORED, TRANSMITTED OR DISPLAYED BY OR THROUGH THE SERVICE, INCLUDING ANY REPRESENTATION, WARRANTY OR UNDERTAKING:
(a) THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;
(b) THAT YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS;
(c) THAT ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICE WILL BE ACCURATE, UP TO DATE, RELIABLE, NON-INFRINGING OR SECURE;
(d) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICE WILL BE CORRECTED;
(e) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE;
(f) THAT YOUR INFORMATION OR DATA PROVIDED TO THE SERVICE WILL NOT BE SUBJECT TO LOSS OR DAMAGE;
(g) THAT THE SERVICE WILL BE SECURE OR COMPATIBLE WITH YOUR OR YOUR NETWORKS, SYSTEMS, APPLICATIONS, HARDWARE, OR DEVICES;
(h) THAT THE SERVICE WILL BE OF MERCHANTABLE OR SATISFACTORY QUALITY OR FIT FOR ANY PARTICULAR PURPOSE. FOR THE AVOIDANCE OF DOUBT, THE SERVICE IS NOT DESIGNED OR INTENDED FOR HIGH RISK ACTIVITIES; OR
(l) WITH RESPECT TO THIRD PARTY MATERIALS.
9. Limitation of Liability
9.1 Cap on Liability. SUBJECT TO CLAUSE 9.3 BELOW, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS AND REGULATIONS, THE TOTAL AGGREGATE LIABILITY OF TENCENT AND ITS AFFILIATES, ON THE ONE HAND, AND YOU ON THE OTHER, FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, AND THE SOFTWARE, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, WILL BE LIMITED TO THE TOTAL FEES PAYABLE BY YOU TO TENCENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE RELEVANT CLAIM. HOWEVER, NOTHING LIMITS OR EXCLUDES EITHER PARTY'S LIABILITY FOR ANY MATTERS FOR WHICH LIABILITY CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAWS AND REGULATIONS.
9.2 Disclaimer of Damages. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS AND REGULATIONS, NEITHER TENCENT, NOR ITS AFFILIATES OR THEIR LICENSORS WILL BE LIABLE TO YOU UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, FOR: (i) ANY THIRD PARTY MATERIALS; (II) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; (iii) UNAVAILABILITY OF THE SERVICE (EXCEPT AS PROVIDED UNDER THIS AGREEMENT); (iv) YOUR APPLICATIONS OR INTELLECTUAL PROPERTY RIGHTS; OR (v) LOSS OF DATA, LOSS OF PROFIT, LOSS OF DATA, GOODWILL, REVENUE OR OPPORTUNITIES; IN EACH CASE, RELATING TO THE SERVICE AND THIS AGREEMENT.
9.3 Unlimited Liabilities. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS YOUR LIABILITY FOR:
(a) YOUR INDEMNIFICATION OBLIGATIONS UNDER CLAUSE 7;
(b) YOUR INFRINGEMENT OF OUR, OUR AFFILIATE'S OR LICENSOR'S INTELLECTUAL PROPERTY RIGHTS; OR
(c) ANY FRAUDULENT ACTIVITIES OR FRAUDULENT MISREPRESENTATION.
9.4 Disclaimer of Certain Liabilities. Without limiting clause 9.1 or 9.2, if the Service is interrupted for any of the reasons set forth below, Tencent disclaims liability for any loss or damage to the extent caused by the following:
(a) causes attributable to or in connection with the provision, access or use of any Third Party Materials;
(b) causes attributable to infrastructure operators, including but not limited to technical adjustments made by telecommunications operators, damage to telecommunications/power lines, installation, modification or maintenance of telecommunications networks/power resources by telecommunications/power operators;
(c) your use of the Service in a manner not authorized by Tencent;
(d) improper operation by you or failures in your computer software, systems or hardware; or
(e) any other circumstances not attributable to the fault of, outside the control of, or not reasonably foreseeable by, Tencent.
9.5 Independent Allocations of Risk
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN YOU AND TENCENT. THIS ALLOCATION IS REFLECTED IN THE FEES CHARGED BY TENCENT TO YOU AND FORMS THE BASIS OF THE BARGAIN BETWEEN YOU AND TENCENT. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE LIMITED REMEDIES IN THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
10. Term, Termination and Suspension
10.1 Term
The term for this Agreement will commence when you accept this Agreement, download the Software or begin using the Service (whichever occurs first) and shall continue until terminated as set forth below (the "Term").
10.2 Termination by Tencent
(a) Termination for cause. To the extent permitted under applicable laws and regulations, Tencent may, at its sole discretion and without assuming any liability, terminate this Agreement and your access to or use of the Service or any aspect of the Service, in whole or in part, immediately upon written notice to you if:
(i) you violate any provisions of this Agreement, and the breach is incapable of being rectified or remedied; or your violation is capable of being rectified, and you failed to rectify the breach within 20 days after being notified by Tencent;
(ii) you have not paid any Fees or other amounts owed to Tencent within 20 days after the relevant due date;
(iii) Tencent reasonably believes that you have violated any applicable laws or regulations, or engaged in any illegal, fraudulent or deceptive activity, in connection with the use of the Service
(iv) you enter into liquidation, administrative receivership, bankruptcy or make any voluntary agreement with your creditors or are unable to pay your debts as they fall due; or
(v) other circumstances stipulated in this Agreement.
(b) Termination for convenience. Tencent has the right to terminate this Agreement for convenience and without liability by providing written notice to you 30 days in advance of the termination.
10.3 Effects of Termination
If this Agreement is terminated:
(a) your rights to use the Service will be revoked, and you must stop all activities authorized by this Agreement, including your use of the Service;
(b) you must delete or remove the Service from your device;
(c) you will no longer have access to your Account;
(d) any rights, obligations or liabilities incurred or accrued prior to the termination of this Agreement will not be affected; and
(e) clauses 1.1.3, 2.4.2, 3.2, 3.3, 4, 5, 6, 7, 8, 9, this clause 10.3, clauses 11, 12 and 13 will survive the termination of this Agreement.
10.4 Termination by you
You may terminate your use of the Service and this Agreement by uninstalling the Service and deleting your Account.
11. Remedies
11.1 Remedies for Breach
You acknowledge and agree that if Tencent discovers, on its own or based on information provided by competent regulatory authorities or complaints filed by rights holders, that you have violated applicable laws, regulations or rules, or breached this Agreement, Tencent will be entitled to take any remedial actions available under this Agreement or by operation of law, including but not limited to one or more of the following actions at its own discretion:
(a) issue warnings;
(b) restrict your use of some or all of the functions of the Service;
(c) suspend or terminate your use of the corresponding Account (hereinafter referred to as "blocking the account") or prohibit you from re-registering an Account without prior notice to you;
(d) in case of serious violations or breaches, Tencent will have the right to terminate the provision of Service to you and terminate this Agreement without prior notice to you; and
(e) pursuing other liabilities against you in accordance with any applicable laws or regulations.
11.2 Discretion for other Remedies
We will retain the sole discretion as to when and how to impose warnings and/or taking any remedial actions mentioned above. We consider the severity of the violation and the number of infractions in making our determination; however any determination shall be at our reasonable discretion.
12. Export Control and Sanctions
12.1 Definitions
For the purposes of this clause 12:
(a) "Sanctions" means the economic sanctions laws and regulations of the People's Republic of China ("PRC"), the United States ("U.S."), the European Union ("EU"), EU member states, the United Kingdom, the United Nations ("UN"), and all applicable Regulatory Authorities including, without limitation, the economic sanctions rules and regulations implemented under statutory authority and/or the U.S. President's Executive Orders and administered by the OFAC, and the Anti-Foreign Sanctions Law of the People's Republic of China and relevant rules and regulations.
(b) “Sanctioned Jurisdiction” means any country or territory that is, or at any time during the five (5) years preceding the date of this Agreement has been, subject to comprehensive U.S. sanctions administered by OFAC (including, as of the date of this Agreement, Cuba, Iran, North Korea, Syria, the Crimea region, and the so-called Donetsk People's Republic and Luhansk People’s Republic).
(c) "Sanctioned Person" any individual, entity, or government that is the subject or target of any economic or financial sanctions or trade embargoes administered or enforced by the People's Republic of China (PRC), the United States (including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List, and any individual or entity located, organized, or resident in a Sanctioned Jurisdiction), the European Union or its Member States, His Majesty's Treasury of the United Kingdom (HMT), the United Nations Security Council (UNSC), or any other relevant governmental authority; including any entity that is owned fifty percent (50%) or more, directly or indirectly, or otherwise controlled by one or more of the foregoing.
12.2 Compliance
You agree not to engage in any activities in connection with this Agreement that would breach any applicable laws or regulations in relation to Sanctions or export control or risk placing Tencent or its Affiliates in breach of such laws, or becoming a target of Sanctions.
12.3 Further Covenants
(a) You hereby agree to the following representations and covenants, in each case below with respect to your use of the Service under this Agreement:
(b) You hereby represent and warrant to Tencent that you are not, as of the date of this Agreement, any of the following (i)-(iii) and that if, after the date of this Agreement, you become any of the following (i)-(iii), you shall immediately notify Tencent in writing: (i) are or acting on behalf of a Sanctioned Person, (ii) controlled or owned 50% or more (directly or indirectly) in the aggregate by one or more Sanctioned Persons, or (iii) located or resident in or organized under the laws of a Sanctioned Jurisdiction.
(c) In your use of the Service, you shall not: (i) violate Sanctions, (ii) use the Service in any way that involve, relate to, or are conducted on behalf of or for the benefit of a Sanctioned Person, and (iii) without limiting any of the foregoing (i)-(ii), with respect to your use of the Service provided under this Agreement, transact with or otherwise do business with or involving any (a) Sanctioned Jurisdiction or (b) Sanctioned Person.
(d) You covenant and agree that you shall immediately notify Tencent in writing if you, with respect to your use of Service under this Agreement, become aware of any (i) actual or potential violation of Sanctions by you or (ii) the involvement of any (a) Sanctioned Jurisdiction or (b) Sanctioned Person, in each case relating to your use of the Service.
(e) To the extent that Tencent, in its sole discretion, determines that a breach of this clause 12 by you has occurred or will occur, Tencent shall be entitled, in its sole discretion, to terminate this Agreement with you and cease its provision of Service to you, in each case with immediate effect, or take any other remedial actions at the discretion of Tencent. If Tencent terminates this Agreement or take any other remedial actions pursuant to this provision, it shall not be obliged to make any payments, indemnify, or otherwise provide compensation to you for the termination or the remedial actions.
(f) Tencent has the right to perform its reporting obligations to any relevant regulatory authority pursuant to any applicable laws or regulations.
13. Other Terms
13.1 Applicable Law and Jurisdiction. This Agreement, their subject matter and their formation, are governed by the laws of Singapore, without regard to conflict of law principles. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall first be subject to good faith discussion between the parties. In the event the parties are unable to resolve such issue, either party may refer the dispute to and such dispute shall be finally resolved by arbitration by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause 13.1.The seat of the arbitration shall be Singapore. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
13.2 Successors and Assigns. We may transfer our rights and obligations under these Terms to another organisation and may use commercially reasonable efforts to notify you of the same. You shall not be permitted to assign or transfer your rights and obligations under this agreement without our prior written consent.
13.3 No Third-Party Beneficiaries. Except for a person who is a permitted successor or assignee of the rights or benefits of this Agreement as mentioned above, a person who is not a contractual party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce or to enjoy any benefit of this Agreement. No consent from the persons referred to in this clause is required for the Parties to vary or rescind this Agreement (whether or not in a way that varies or extinguishes rights or benefits in favour of such third parties).
13.4 Entire Agreement. This Agreement constitute the whole legal agreement between you and Tencent and govern your use of the Service and completely replace any prior agreements between you and Tencent in relation to the Service.
13.5 No Waiver. Our failure to insist upon or enforce any provision of this Agreement shall not be construed as a waiver of any provision or right.
13.6 Security. We do not guarantee that our Software will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our Software. You should use your own virus protection software.
13.7 Severability If any court of law, having jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement, and the remaining provisions of the Agreement will continue to be valid and enforceable.
13.8 Customer Support and Contact Us
(a) Support for the Service
Except to the extent required by any applicable laws or regulations with respect to consumers or as otherwise provided in this Agreement, Tencent is under no obligation to provide technical support or other services.
(b) Customer support
If you have any questions (including problem consultation, complaints, etc.) about this Agreement or the use of the Service, you can contact us via Ticket System. We will reply to you as soon as possible after receiving your feedback, and respond to your request, and if applicable, within the time limit stipulated by any applicable laws or regulations. (c) Feedback
You acknowledge and agree that any feedback that you provide to Tencent becomes the sole and exclusive property of Tencent and we may use your feedback without restriction or compensation to you.